(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________

Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following
box:

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box: |X|

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act , please check the following box
and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act , check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering:

If delivery of the prospectus is expected to be made pursuant to
Rule 434 under the Securities Act , please check the following box.

________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered

Amount to be
Registered

Proposed Maximum Offering Price Per Unit(1)

Proposed Maximum Aggregate Offering Price(1)

Amount of
Registration Fee(2)

Common Stock, $.01 par value per share

457,071

$26.03125

$11,898,129

$3,141.11(1)

(1) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457(c) under the Securities Act on the basis of the average of the high and low
reported sale prices of the Registrant’s Common Stock on the New York Stock Exchange
Inc. Composite Tape on September 26, 2000. On September 19, 2000, the Registrant paid a
fee in the amount of $3,777.31 in connection with the original filing of this Registration
Statement. Amendment No. 1 to the Registration Statement is being filed to reduce the
number of shares to be registered. Accordingly, no additional registration fee is required
in connection with the filing of this Amendment.

(2) Calculated by multiplying the aggregate offering amount by .000264.

__________________________

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The
selling shareholder may not sell these securities until the registration statement filed
with the Securities and Exchange Commission relating to these securities is effective.
This Prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.

This Prospectus relates to the proposed sale
from time to time of up to an aggregate of 457,071 shares of common stock of Jones Apparel
Group, Inc., a Pennsylvania corporation, by a shareholder of Jones. The shareholder
acquired her Jones shares under an agreement between the Chairman of Jones and the
shareholder. In connection with that agreement, we agreed to register this offering of
shares for the benefit of the selling shareholder.

The selling shareholder may sell all or any portion
of her shares of common stock in one or more transactions on the New York Stock Exchange
or in private, negotiated transactions. The selling shareholder will determine the prices
at which she sells her shares. We will not receive any of the proceeds from the sale of
the shares by the selling shareholder, but we will pay all registration expenses. The
selling shareholder will pay all selling expenses, including all underwriting discounts
and selling commissions.

On September 15, 2000, Jones had 118,779,513 shares
of its common stock outstanding. The common stock is listed on the New York Stock Exchange
under the symbol "JNY." On September 15, 2000, the last reported sale price of
the common stock on the New York Stock Exchange was $28.125 per share.

We may amend or supplement this Prospectus from time
to time by filing amendments or supplements as required. You should read this entire
Prospectus and any amendments or supplements carefully before you make your investment
decision.

Please see "Risk Factors" beginning on
page 4 for a discussion of certain factors you should consider before deciding to invest
in shares of Jones common stock.

__________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). You may read and copy any document we file at the SEC’s public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC’s web site at http://www.sec.gov.

The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and later
information filed with the SEC will update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").

As used in this Prospectus, unless the context
requires otherwise, "we" or "Jones" or the "Company" means
Jones Apparel Group, Inc. and its predecessors and consolidated subsidiaries.
"Sun" means Sun Apparel, Inc. (acquired October 2, 1998), "Nine West"
means Nine West Group Inc. (acquired June 15, 1999) and "Victoria" means
Victoria + Co Ltd. (acquired July 31, 2000). The results of Sun, Nine West and Victoria
are included in the Company’s operating results from the respective dates of
acquisition. Italicized terms in this Prospectus indicate trademarks or other protected
intellectual property that Jones owns or licenses.

Jones is a leading designer and marketer of a broad
range of women’s career sportswear, suits and dresses, casual sportswear and
jeanswear for men, women and children, and women’s shoes and accessories. Jones has
pursued a multi-brand strategy for marketing its products under several nationally known
brands, including Jones New York, Evan-Picone and Rena Rowan, and the
licensed brands Lauren by Ralph Lauren, Ralph by Ralph Lauren and Polo
Jeans Company. Each label is differentiated by its own distinctive styling and pricing
strategy. Jones primarily contracts for the manufacture of its products through a
worldwide network of manufacturers. Jones has capitalized on its nationally known brand
names by entering into various licenses for the Jones New York and Evan-Picone
brand names with select manufacturers of women’s and men’s apparel and
accessories.

On October 2, 1998, Jones acquired Sun. Sun is a
designer, manufacturer and distributor of jeanswear, sportswear and related apparel for
men, women and children under various licensed, private label and Sun-owned brands, the
most prominent of which is the Polo Jeans Company brand licensed from Polo Ralph
Lauren Corporation. Through its brand marketing and development expertise, diversified
product offerings, manufacturing capabilities and comprehensive distribution network, Sun
reaches a broad range of consumers.

On June 15, 1999, Jones acquired Nine West. Nine
West is a leading designer, developer and marketer of quality, fashionable footwear and
accessories. Nine West markets its products under internationally recognized brands,
including Nine West, Easy Spirit, Enzo Angiolini, Bandolino and
cK/Calvin Klein (under license). In addition, Nine West markets shoes and
accessories under the Company’s Evan-Picone label and, beginning in 2000,
accessories under the Jones New York label.

On July 31, 2000, Jones acquired Victoria. Victoria
is a leading designer and marketer of branded and private label costume jewelry. Victoria
markets its products under the national brand names Napier and Richlieu, under several
licensed brands, including Tommy Hilfiger and Givenchy, and under the Nine
West label, as well as private label brand names.

This Prospectus and the documents incorporated by
reference contain certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to financial condition,
results of operations, business strategies, operating efficiencies or synergies,
competitive position, growth opportunities for existing products, plans and objectives of
management, markets for our common stock and other matters. Statements in this Prospectus
that are not historical facts are hereby identified as "forward-looking
statements" for the purpose of the safe harbor provided by Section 21E of the
Exchange Act and Section 27A of the Securities Act of 1933 (the "Securities
Act"). Such forward-looking statements, including, without limitation, those relating
to our future business prospects, revenues and income, wherever such forward-looking
statements occur in this Prospectus, are necessarily estimates reflecting the best
judgment of our senior management and involve a number of risks and uncertainties that
could cause actual results to differ materially from those suggested by such
forward-looking statements. You should consider such

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forward-looking statements, therefore, in light of various important
factors, including those set forth in this Prospectus. Other important factors that could
cause actual results to differ materially from estimates or projections contained in the
forward-looking statements include, without limitation:

changes in the costs of raw materials, labor and advertising;

customer acceptance of both new designs and newly-introduced product lines;

our ability to secure and protect trademarks and other intellectual property rights;

the termination or non-renewal of the licenses with Polo Ralph Lauren Corporation;

our ability to integrate the organizations and operations of any acquired business into
our existing organization and operations; and

the effects of vigorous competition in the markets in which we operate.

Words such as "estimate,""project,""plan,""intend,""expect,""believe" and similar
expressions are intended to identify forward-looking statements. You will find these
forward-looking statements at various places throughout this Prospectus and the documents
incorporated by reference, including, but not limited to, our Annual Report on Form 10-K
for the year ended December 31, 1999, including any amendments. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date
they were made. We do not undertake any obligation to publicly update or release any
revisions to these forward-looking statements to reflect events or circumstances after the
date of this Prospectus or to reflect the occurrence of unanticipated events.

RISK FACTORS

You should consider carefully all the information
included or incorporated by reference in this Prospectus and, in particular, should
evaluate the following risks before deciding to invest in shares of our common stock.

The Apparel, Footwear and Accessories Industries are Highly Competitive

Apparel, footwear and accessories companies face
competition on many fronts, including the following:

establishing and maintaining favorable brand recognition;

developing products that appeal to consumers;

pricing products appropriately;

providing strong marketing support; and

obtaining access to retail outlets and sufficient floor space.

There is intense competition in the sectors of the
apparel, footwear and accessories industries in which we participate. We compete with many
other manufacturers and retailers, some of which are

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larger and have greater resources than we do. Any increased competition
could result in reduced sales or prices, or both, which could have a material adverse
effect on us.

Fashion Trends are Constantly Changing

Customer tastes and fashion trends can change
rapidly. We may not be able to anticipate, gauge or respond to such changes in a timely
manner. If we misjudge the market for our products or product groups, we may be faced with
a significant amount of unsold finished goods inventory, which would have a material
adverse effect on us.

The Apparel, Footwear and Accessories Industries are Highly Cyclical

Negative economic trends over which we have no
control that depress the level of consumer spending could have a material adverse effect
on us. Purchases of apparel, footwear and related goods often decline during recessionary
periods when disposable income is low. In such an environment, we may increase the number
of promotional sales, which would further adversely affect our profitability.

The Concentration of Our Customers Could Adversely Affect Our Business

Our ten largest customers, principally department
stores, accounted for approximately 58% of sales in 1999. While no single customer
accounted for more than 10% of our net sales, certain of our customers are under common
ownership. Department stores owned by the following entities accounted for the following
percentages of our 1999 sales:

Federated Department Stores, Inc. 14%

May Department Stores Company 14%

Remainder of ten largest customers 30%

We believe that purchasing decisions are generally
made independently by individual department stores within a commonly controlled group.
There has been a trend, however, toward more centralized purchasing decisions. As such
decisions become more centralized, the risk to us of such concentration increases. The
loss of any of our largest customers, or the bankruptcy or material financial difficulty
of any customer or any of the companies listed above, could have a material adverse effect
on us. We do not have long-term contracts with any of our customers, and sales to
customers generally occur on an order-by-order basis. As a result, customers can terminate
their relationships with us at any time or under certain circumstances cancel or delay
orders.

The termination or non-renewal of our exclusive
licenses to manufacture and market clothing under the Lauren by Ralph Lauren,
Ralph by Ralph Lauren and Polo Jeans Company trademarks in the United States
and elsewhere would have a material adverse effect on us. Our Lauren by Ralph Lauren and
Ralph by Ralph Lauren lines and Polo Jeans Company business represent
significant portions of our sales and profits. We sell products bearing those trademarks
under exclusive licenses from affiliates of Polo Ralph Lauren Corporation.

The Lauren by Ralph Lauren license expires on
December 31, 2001, subject to our right to renew through December 31, 2006, if certain
minimum sales levels of that product line in certain years are met. The Ralph by Ralph
Lauren license expires on December 31, 2003, subject to our right to renew through
December 31, 2006, if certain minimum sales levels in certain years are met. Although
sales in 1997, 1998 and 1999of the Lauren by Ralph Lauren product line
exceeded the renewal minimum, and although the anticipated sales volume for the Ralph
by Ralph Lauren product line for 2000 exceeds the sales volume, which, if achieved in
the measurement year (2002) would permit us to extend the term of the license through
December 31, 2006, our sales are made season-to-season, with customers having no
obligation to buy products beyond what they have already ordered for a particular season.
Furthermore, there can be no assurance that we will achieve the anticipated sales volume
for the Ralph by Ralph Lauren product line.

The initial term of the Polo Jeans Company license
expires on December 31, 2000 and may be renewed by us in five-year increments for up to 30
additional years, if certain minimum sales levels in certain years are met. We met the
sales requirements and exercised our first renewal option, which will expire on December31, 2005. Polo Jeans Company sales are also made season-to-season, with customers
having no obligation to buy products beyond what they have already ordered. In addition,
renewal of the Polo Jeans Company license after 2010 requires a one-time payment by
us of $25 million or, at our option, a transfer of a 20% interest in our Polo Jeans
Company business to Polo Ralph Lauren (with no fees required for subsequent renewals).
Polo Ralph Lauren also has an option, exercisable on or before June 1, 2010, to purchase
our Polo Jeans Company business at the end of 2010 for a purchase price, payable in
cash, equal to 80% of the then fair value of the business as a going concern, assuming the
continuation of the Polo Jeans Company license through December 31, 2030.

In addition to the provisions described above, the
licenses contain provisions common to trademark licenses which could result in termination
of a license, such as failure to meet payment or advertising obligations.

The Extent of Our Foreign Operations and Manufacturing May Adversely Affect Our
Domestic Business

In 1999, approximately 67% of our apparel products
were manufactured outside North America, primarily in Asia, while the remainder were
manufactured in the United States and Mexico. Nearly all of Nine West’s products were
manufactured outside of North America in 1999 as well. The following may adversely affect
foreign operations:

political instability in countries where contractors and suppliers are located;

imposition of regulations and quotas relating to imports;

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imposition of duties, taxes and other charges on imports;

significant fluctuation of the value of the dollar against foreign currencies; and

restrictions on the transfer of funds to or from foreign countries.

As a result of our substantial foreign operations,
Jones’ domestic business is subject to the following risks:

quotas imposed by bilateral textile agreements between the United States and certain
foreign countries;

reduced manufacturing flexibility because of geographic distance between us and our
foreign manufacturers, increasing the risk that we may have to mark down unsold inventory
as a result of misjudging the market for a foreign-made product; and

violations by foreign contractors of labor and wage standards and resulting adverse
publicity.

Fluctuations in the Price, Availability and Quality of Raw Materials Could Cause Delay
and Increase Costs

Fluctuations in the price, availability and quality
of the fabrics or other raw materials used by us in our manufactured apparel and in the
price of leather used to manufacture our footwear and accessories could have a material
adverse effect on our cost of sales or our ability to meet our customers’ demands. We
mainly use cotton twill, wool, denim, and synthetic and blended fabrics. The prices for
such fabrics depend largely on the market prices for the raw materials used to produce
them, particularly cotton. The price and availability of such raw materials and, in turn,
the fabrics used in our apparel may fluctuate significantly, depending on many factors,
including crop yields and weather patterns. We generally enter into denim purchase order
contracts at specified prices for three to six months at a time. Higher cotton prices
would directly affect our costs and could affect our earnings. During the past few years,
there have been increases in the price of leather, which generally were reflected in the
selling price of our footwear and accessories products. In the future, we may not be able
to pass all or a portion of such higher raw materials prices on to our customers.

We rely upon independent third parties for the
manufacture of most of our products. A manufacturer’s failure to ship products to us
in a timely manner or to meet the required quality standards could cause us to miss the
delivery date requirements of our customers for those items. The failure to make timely
deliveries may drive customers to cancel orders, refuse to accept deliveries or demand
reduced prices, any of which could have a material adverse effect on our business. We do
not have long-term written agreements with any of our third party manufacturers. As a
result, any of these manufacturers may unilaterally terminate their relationships with us
at any time.

Antitrust Litigation Against Nine West May Result in Damages

On March 6, 2000, Jones and Nine West entered into
settlement agreements with the Attorneys General of the 50 States, the District of
Columbia, Puerto Rico, the Virgin Islands, American Samoa, the Northern Mariana Islands
and Guam (the "States"), and with the Federal Trade Commission (the
"FTC"), resolving allegations that Nine West engaged in violations of the
antitrust laws by coercing

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retailers to adhere to resale prices of its products. The settlement
with the States consists of injunctive relief in the form of a consent decree which
specifies the manner in which Nine West may implement its resale pricing policies with its
retailer customers, along with a payment of $34 million made by Nine West, and requires
final court approval. It was given preliminary approval on June 2, 2000. The consent order
between Nine West and the FTC, which also specifies the manner in which Nine West may
implement its resale pricing policies with its retailer customers, was given final
approval by the FTC on April 11, 2000.

Nine West also faces an action in U.S. District
Court in New York, which has consolidated more than 25 putative class action suits
alleging antitrust violations by Nine West. Similar suits have been filed in state courts.
We believe that the settlement with the States, if approved by the United States District
Court for the Southern District of New York, should effectively resolve these pending
federal and state class actions which cover the same claims. If any of the class action
suits is not resolved and is determined adversely, Nine West could be liable for damages.
For more information on these actions, see "Legal Proceedings" in the documents
incorporated by reference in this Prospectus.

We Depend on Key Personnel to Manage Our Business

Jones’ success depends upon the personal
efforts and abilities of its senior executive officers, including Sidney Kimmel
(Chairman), Jackwyn Nemerov (President) and Irwin Samelman (Executive Vice President,
Marketing), as well as the senior executive officers of its operating subsidiaries. We do
not have employment agreements with Mr. Kimmel, Ms. Nemerov or Mr. Samelman. If any of
these individuals become unable or unwilling to continue in their present positions, our
business and financial results could be materially adversely affected.

USE OF PROCEEDS

We will not receive any of the proceeds from the
sale of the shares by the selling shareholder.

SELLING SHAREHOLDER

The following table sets forth the number of shares
of common stock owned by the selling shareholder. Such stock ownership information has
been provided to us by the selling shareholder. Because the selling shareholder may offer
all or any portion of her shares pursuant to the offering contemplated by this Prospectus,
we can provide no estimate as to the exact number of shares the selling shareholder will
hold after completion of this offering.

Name of Selling Shareholder

Number of Shares Beneficially Owned

Number of Shares Registered for Sale
Hereby(1)

Rena Rowan Damone

490,399

457,071

_____________________

(1) This Prospectus will also cover any additional shares of common
stock which become issuable in connection with the shares registered for sale hereby by
reason of any stock dividend, stock split, merger, consolidation, recapitalization or
other similar transaction effected without the receipt of consideration that results in an
increase in the number of outstanding shares of common stock.

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The shares offered by this Prospectus are being
offered for sale by the selling shareholder, who acquired her shares from the Chairman of
the Company under an agreement with the Chairman. In connection with that agreement, the
Company agreed to register the shares under the Securities Act of 1933 for resale by the
selling shareholder.

The selling shareholder was a founder of the
Company, along with the Chairman, in 1970. She served as Vice President - Design of the
Company until her retirement from active service to the Company effective February 29,2000.
She was not previously, and is not currently, an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act. She owns less than 1% of the
outstanding Common Stock.

PLAN OF DISTRIBUTION

We are registering this offering of shares on behalf
of the selling shareholder, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing expenses, fees and
disbursements of our counsel, blue sky fees and expenses and the expenses of any special
audits or "cold comfort" letters. The selling shareholder will pay all selling
expenses, including all underwriting discounts and selling commissions, all fees and
disbursements of her counsel and all "road show" and other marketing expenses
incurred by the Company or any underwriters which are not otherwise paid by such
underwriters.

The selling shareholder may sell her shares from
time to time in one or more transactions on the New York Stock Exchange or in private,
negotiated transactions. The selling shareholder will determine the prices at which she
sells her shares. Such transactions may or may not involve brokers or dealers.

If the selling shareholder uses a broker-dealer to
complete her sale of the shares, such broker-dealer may receive compensation in the form
of discounts, concessions, or commissions from the selling shareholder or from you, as
purchaser (which compensation might exceed customary commissions). The selling shareholder
may indemnify any agent, dealer or broker-dealer that participates in sales of the shares
against liabilities arising under the Securities Act.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of (1)
200,000,000 shares of common stock, $.01 par value per share, and (2) 1,000,000 shares of
preferred stock, $.01 par value per share. On September 15, 2000, we had 118,779,513
shares of common stock issued and outstanding and no shares of preferred stock
outstanding. Our common stock is listed on the New York Stock Exchange under the trading
symbol "JNY".

Each share of Jones common stock is entitled to one
vote on all matters submitted to a vote of shareholders. Jones shareholders are entitled
to receive dividends when and as declared by the Jones board of directors out of legally
available funds. Dividends may be paid on the Jones common stock only if all dividends on
any outstanding preferred stock of Jones shareholders have been paid or

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reserved. To date, Jones has not paid any cash dividends on shares of
its common stock and does not anticipate paying any cash dividends in the foreseeable
future.

The issued and outstanding shares of Jones common
stock are fully paid and nonassessable. Jones shareholders have no preemptive or
conversion rights and are not subject to further calls or assessments by Jones. In the
event of the voluntary or involuntary dissolution, liquidation or winding up of Jones,
Jones shareholders are entitled to receive, pro rata, after satisfaction in full of the
prior rights of creditors and holders of preferred stock, if any, all of Jones’
remaining assets available for distribution.

The Jones board of directors is authorized to
provide for the issuance from time to time of Jones preferred stock in series and, as to
each series, to fix the designation, the dividend rate, whether dividends are cumulative,
the preferences which dividends will have with respect to any other class or series of
capital stock, the voting rights, the voluntary and involuntary liquidation prices, the
conversion or exchange privileges, the redemption prices and the other terms of
redemption, and the terms of any purchase or sinking funds applicable to the series.
Cumulative dividends, dividend preferences and conversion, exchange and redemption
provisions, to the extent that some or all of these features may be present when shares of
Jones preferred stock are issued, could have an adverse effect on the availability of
earnings for distribution to the holders of Jones common stock or for other corporate
purposes.

LEGAL MATTERS

Ira M. Dansky, Esq., our General Counsel, has passed
upon the legality with respect to the shares of common stock offered by this Prospectus.
As of September 15, 2000, Mr. Dansky owned no shares of Jones common stock and options to
purchase 195,000 shares of Jones common stock. With respect to certain matters concerning
Pennsylvania law, he will rely on Schnader Harrison Segal & Lewis LLP.

EXPERTS

The consolidated financial statements and financial
statement schedule of Jones incorporated by reference in this Prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and for the
periods set forth in their reports incorporated herein by reference, and are incorporated
herein in reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.

The following table sets forth the costs and
expenses payable by us in connection with the registration of the offering of the shares.
All expenses other than the SEC registration fee are estimates. The selling shareholder
will pay all costs and expenses of selling her shares, including all underwriting
discounts and selling commissions, all fees and disbursements of her counsel and all
"road show" and other marketing expenses incurred by the Company or any
underwriters which are not otherwise paid by such underwriters.

As permitted by the Pennsylvania Business
Corporation Law of 1988 (the "Pennsylvania Business Corporation Law"), Section
8.1 of the By-laws of Jones Apparel Group, Inc. provides that a director shall not be
personally liable for monetary damages for any action taken or failed to be taken, other
than as expressly provided in the Pennsylvania Business Corporation Law. Furthermore,
Section 8.2 of such By-laws provides that the Company shall indemnify each officer and
director to the full extent permitted by the Pennsylvania Business Corporation Law, and
shall pay and advance expenses for any matters covered by such indemnification.

Section 1741 of the Pennsylvania Business
Corporation Law provides that a corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the fact that
he or she is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the action or
proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith and in a manner that he or
she reasonably believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

Section 1742 of the Pennsylvania Business
Corporation Law provides that a corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to

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any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or she is or
was a representative of the corporation or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of the action if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the best
interest of the corporation. Indemnification shall not be made under Section 1742 in
respect of any claim, issue or matter as to which the person has been adjudged to be
liable to the corporation unless and only to the extent that the court of common pleas of
the judicial district embracing the county in which the registered office of the
corporation is located or the court in which the action was brought determines upon
application, that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for
the expenses that the court of common pleas or other court deems proper.

Securities Purchase and Sale Agreement
dated as of July 31, 2000, by and among the Company, Jones Apparel Group Holdings, Inc.,
Victoria + Co Ltd. and the Shareholders and Warrantholders of Victoria + Co Ltd.,
incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended July 2, 2000

(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");

(ii)
To reflect in the Prospectus any facts or events arising after the effective date of this
Registration (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the maximum aggregate offering price may
be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if in
the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from
registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event

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that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such
issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

Securities Purchase and Sale Agreement
dated as of July 31, 2000, by and among the Company, Jones Apparel Group Holdings, Inc.,
Victoria + Co Ltd. and the Shareholders and Warrantholders of Victoria + Co Ltd.,
incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended July 2, 2000